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Aurora Technology Acquisition (ATAK) - 2024 Q1 - Quarterly Results
ATAKAurora Technology Acquisition (ATAK)2024-04-29 21:54

Financial Overview - ATAK completed a public offering of 20,200,000 Units, raising approximately 200million,witheachUnitconsistingofoneClassAordinaryshare,oneredeemablewarrant,andonerighttoreceiveone−tenthofoneClassAordinaryshare[2].−AsofJuly27,2023,ATAKhad5,307,292ClassAOrdinarySharesoutstandingand200 million, with each Unit consisting of one Class A ordinary share, one redeemable warrant, and one right to receive one-tenth of one Class A ordinary share [2]. - As of July 27, 2023, ATAK had 5,307,292 Class A Ordinary Shares outstanding and 56.7 million remaining in the Trust Account after redemptions [4]. - Total current assets amount to 27,723,000,includingcashandcashequivalentsof27,723,000, including cash and cash equivalents of 3,244,000 [22]. - Total assets are reported at 36,500,000,reflectingaproformacombinedbalancesheet[22].−Totalcurrentliabilitiesstandat36,500,000, reflecting a pro forma combined balance sheet [22]. - Total current liabilities stand at 44,062,000, after adjustments [23]. - Total liabilities are reported at 73,837,000,includingvariousadjustments[23].−Theproformacombinedtotalliabilitiesandstockholders′equitywas73,837,000, including various adjustments [23]. - The pro forma combined total liabilities and stockholders' equity was 36,500 thousand [24]. - The company reported a total of 7,659,431 Class A ordinary shares subject to possible redemption [26]. - The weighted average shares outstanding for Class A Common Stock is 34,544,936 for both the nine months ended December 31, 2023 and the year ended March 31, 2023 [44]. Business Combination - The Business Combination with Legacy DIH was approved on December 18, 2023, and closed on February 7, 2024, with Legacy DIH stockholders receiving 250millioninaggregateconsideration[16].−LegacyDIHstockholdersmayreceiveuptoanadditional6,000,000sharesofNewDIHClassACommonStockbasedonperformancemilestonesrelatedtostockprice[16].−TheBusinessCombinationincludedareverserecapitalizationbetweenATAKandLegacyDIH,witharedemptionof4,815,153ClassAOrdinarySharesfor250 million in aggregate consideration [16]. - Legacy DIH stockholders may receive up to an additional 6,000,000 shares of New DIH Class A Common Stock based on performance milestones related to stock price [16]. - The Business Combination included a reverse recapitalization between ATAK and Legacy DIH, with a redemption of 4,815,153 Class A Ordinary Shares for 53.4 million [9]. - The Business Combination will be accounted for as a reverse recapitalization, with Legacy DIH treated as the accounting acquirer due to its larger revenue and voting interest [34]. - The redemption of 4,815,153 Class A Ordinary Shares is allocated to Class A Ordinary Shares and additional paid-in capital, totaling 53.4million[40].FinancialPerformance−RevenuefortheninemonthsendedDecember31,2023,was53.4 million [40]. Financial Performance - Revenue for the nine months ended December 31, 2023, was 45,117 thousand, with a gross profit of 20,300thousand[26].−Totaloperatingexpensesforthesameperiodwere20,300 thousand [26]. - Total operating expenses for the same period were 22,434 thousand, resulting in an operating loss of 2,134thousand[26].−Thenetincome(loss)fortheninemonthswas2,134 thousand [26]. - The net income (loss) for the nine months was (3,155) thousand, with a basic and diluted net income (loss) per share of 0.02[28].−FortheyearendedMarch31,2023,revenuewas0.02 [28]. - For the year ended March 31, 2023, revenue was 54,119 thousand, with a gross profit of 30,245thousand[29].−Totaloperatingexpensesfortheyearwere30,245 thousand [29]. - Total operating expenses for the year were 32,909 thousand, leading to an operating loss of (2,664)thousand[29].−Thenetincome(loss)fortheyearwas(2,664) thousand [29]. - The net income (loss) for the year was (1,864) thousand, with a basic and diluted net income (loss) per share of 0.28[31].−ProformanetlossfortheninemonthsendedDecember31,2023is0.28 [31]. - Pro forma net loss for the nine months ended December 31, 2023 is (5.656) million, resulting in a net loss per Class A Common Stock of (0.16)[44].ShareholderInformation−ExistingLegacyDIHequityholdersrepresent78(0.16) [44]. Shareholder Information - Existing Legacy DIH equity holders represent 78% of total shares, totaling 26,950,000 shares [20]. - New DIH public shareholders account for 7% with 2,512,139 shares issued [20]. - The company has 3,454,494 shares of New DIH Class A Common Stock available for issuance under the Stock Incentive Plan [20]. - The Stock Incentive Plan established an equity pool equal to 10% of the number of shares of New DIH Class A Common Stock outstanding on a fully diluted basis [18]. - ATAK's shareholders approved multiple extension amendments, allowing additional time to complete the initial business combination, with significant redemptions occurring during these votes [3][4]. Liabilities and Expenses - Accounts payable decreased to 3,721,000 from 5,097,000[22].−Employeecompensationliabilitiesreducedto5,097,000 [22]. - Employee compensation liabilities reduced to 2,607,000, down from 3,155,000[22].−Thecompanyincurredinterestexpenseof3,155,000 [22]. - The company incurred interest expense of (744) thousand for the nine months ended December 31, 2023 [27]. - The change in fair value of warrant liability was reported as 148thousand[27].−Estimatedtransaction−relatedcoststobeincurredbyATAKandDIHafterDecember31,2023total148 thousand [27]. - Estimated transaction-related costs to be incurred by ATAK and DIH after December 31, 2023 total 9.0 million, excluding previously recognized costs [42]. - The total transaction accounting adjustment amounts to 3.6million,includingvarioustransactioncostsandreclassifications[40].ProFormaInformation−TheproformafinancialinformationreflectsLegacyDIH′sactivityfortheninemonthsendedDecember31,2023,andATAK′sactivityfortheninemonthsendedSeptember30,2023[9].−TheunauditedproformacondensedcombinedbalancesheetasofDecember31,2023reflectsa3.6 million, including various transaction costs and reclassifications [40]. Pro Forma Information - The pro forma financial information reflects Legacy DIH's activity for the nine months ended December 31, 2023, and ATAK's activity for the nine months ended September 30, 2023 [9]. - The unaudited pro forma condensed combined balance sheet as of December 31, 2023 reflects a 58.9 million cash reclassification from the Trust Account available for the Business Combination [38]. - The pro forma adjustments do not reflect any anticipated synergies or cost savings associated with New DIH [35]. - The unaudited pro forma financial information is based on preliminary estimates and may differ materially from final amounts recorded [35]. - The historical activity of Hocoma AG, which retained liabilities of $11.4 million, will be treated as a transfer of assets and liabilities under common control [41].